ex4_5.htm


     

    Exhibit 4.5

     


    AGREEMENT OF SUBSTITUTION AND AMENDMENT
OF

    RIGHTS
AGREEMENT

    


    This Agreement of Substitution and
Amendment is entered into as of July 7, 2008, by and between Krispy Kreme
Doughnuts, Inc., a North Carolina corporation (the “Company”) and American Stock
Transfer & Trust Company, a New York limited liability trust company
(“AST”).

    


    RECITALS

    


    
      	
              A.  

            	
              On
      or about January 18, 2000, the Company entered into a Rights Agreement
      (the “Rights Agreement”) with Branch Banking and Trust Company (the
      “Predecessor Agent”) as rights
agent.

            


    

    


    
      	
              B.  

            	
              The
      Company wishes to amend Section 21 of the Rights Agreement to allow the
      successor Rights Agent to have a principal office in the States of New
      York or North Carolina, rather than just North
  Carolina.

            


    

    


    
      	
              C.  

            	
              The
      Company wishes to remove the Predecessor Agent and substitute AST as
      rights agent pursuant to Section 21 of the Rights
    Agreement.

            


    

    


    
      	
              D.  

            	
              The
      Company has given the Predecessor Agent notice of removal of the
      Predecessor Agent as rights agent.

            


    

    


    AGREEMENT

    


    NOW THEREFORE, in consideration of the
foregoing and of other consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

    


    
      	
              1.  

            	
              Section
      21 of the Rights Agreement is hereby amended to replace the statement
      “having a principal office in the State of North Carolina” with “having a
      principal office in the States of New York or North
    Carolina.”

            


    

    


    
      	
              2.  

            	
              The
      Company hereby appoints AST as rights agent pursuant to Section 21 of the
      Rights Agreement, to serve in that capacity for the consideration and
      subject to all of the terms and conditions of the Rights
      Agreement.

            


    

    


    
      	
              3.  

            	
              AST
      hereby accepts the appointment as rights agent pursuant to Section 21 of
      the Rights Agreement and agrees to serve in that capacity for the
      consideration and  subject to all of the terms and
      considerations of the Rights
Agreement.

            


    

    


    
      	
              4.  

            	
              From
      and after the effective date hereof, each and every reference in the
      Rights Agreement to a “Rights Agent” shall be deemed to be a reference to
      AST.

            


    

    


    
      	
              5.  

            	
              Except
      as expressly modified herein, the Rights Agreement shall remain in full
      force and effect.

            


    

    


    
      	
              6.  

            	
              The
      Agreement of Substitution and Amendment may be executed in one or more
      counterparts, each of which shall together constitute one and the same
      document.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS HEREOF, the parties have caused this Agreement to be duly executed as of
the date indicated above.

    


    


    
      	
              KRISPY
      KREME DOUGHNUTS, INC.

            
	 
      
	 
      
	 
      
	
              By:
      /s/ Douglas R.
      Muir

            
	
                    
      Name: Douglas R. Muir

            
	
                    
      Title: Chief Financial Officer

            
	 
      
	 
      
	
              AMERICAN
      STOCK TRANSFER & TRUST COMPANY

            
	 
      
	 
      
	 
      
	
              By:
      /s/ Kenneth E.
      Staab

            
	
                    
      Name: Kenneth E. Staab

            
	
                    
      Title:  Senior Vice
President